With Great Power
by TheAstonishingCreator
Summary: After getting bit by a radioactive spider on a field trip to Oscorp Labs, fifteen year old Peter Parker gains amazing powers. But after using them to wrestle, ultimately winning a fight and one hundred dollars, his cockiness gets his uncle Ben killed by accident. now he must decide wether to use his powers for good, or bad. This is the origin of... The Amazing Spider-Man!
1. With Great Power

"No... no." Peter mumbled, leaning over uncle Ben's body. Blood was flooding across Ben's shirt. A tear ran down Peter's face.

"P-Peter..." Ben whispered, Peter leaning in closer to listen. "Listen to my words, Peter..."

"Ben..."

"With great... p-power. There must come, g-great responsibility..." Ben added, his head going downwards, "Never f-forget, those words, Peter..." and with those last words, Ben closed his eyes... and died.

"Ben... Ben, please..." Peter cried, shaking Ben in an attempt to wake him. But he was gone, and there was nothing he could do about it. "NO!"

 _Three days later..._

Peter's alarm sounded, almost instantly waking him. Peter jolted upwards, slamming the clock and shutting off the alarm, and jumped out of bed. He opened his dresser, quickly grabbing an outfit and changing into it. After that, he sprinted out the door, heading downstairs into the kitchen, where Aunt May was cooking breakfast.

"Good morning Peter." she greeted him with a smile.

Peter smiled back, "Morning Aunt May." then grabbed a plate and fork from the cupboard. May walked over, using a wooden spoon to place some eggs on Peter's plate. "Thanks." Peter thanked before scarfing down a forkful of eggs. He finished the eggs quickly before getting up, and walking to the door to grab his backpack.

"You know Peter, you really shouldn't rush eating. You could choke." May warned.

"I know." Peter replied, opening the door, "By Aunt May, love ya!" then he walked out, shutting the door behind him. The bus drove up, parking outside of Peter's house. As Peter got closer to the bus, the door opened, allowing him to enter.

"Mornin' Parker." the bus driver greeted. Peter returned a good morning and approached his usual seat, by his friend Harry. Harry was the son of Norman Osborne, president of Oscorp Labs.

As he walked passed the full seats, he heard Flash Thompson-the school bully-call out, "Morning, Parker!" in a mocking voice, before turning to his friends and whispering. Probably an insult.

Gwen Stacy, who was sitting across from Flash, rolled her eyes, "Just ignore him Peter." Peter continued walking, and finally sat down next to Harry.

"Hey Harry." he greeted. Harry returned the greetings, and the two engaged in a conversation. As much as Peter wanted to tell Harry about his powers, he couldn't. So he stuck to talking about normal stuff-tv shows, science, etc.

 _Thirty minutes later..._

"See you later Peter." Harry said as he shoved a few books into his locker, then walking off.

"See ya." Peter replied, doing the same and walking in the opposite direction. It only took a few seconds before Peter felt something tug on his collar, or someone. Flash. Flash yanked Peter's collar, flipping him into the ground. Peter got back up looking at Flash angrily.

"What'cha gonna do about it Pete!?" Flash boomed.

"You know, I really gotta get to class, Flash, so if you don't mi-"

"And I should care, because?" Flash replied, pushing Peter backward. "I don't like your tone Peter. I think you need another trip to solitary confinement." Flash grabbed Peter, dragging him back to his locker.

"That's a big word Flash, well done on pronouncing it!" Peter tried to insult him.

"Yeah, that just bought you an extra hour!" and with that, Flash opened his locker, shoving Peter in and slamming it shut. "Ay don't worry Pete. I'll be back to get you out... hopefully." Flash said, walking away.

" _*sigh*_ you just _HAD_ to say sometthing, Peter..." Peter told himself.

 _Another hour later..._

Peter had fallen asleep after a while, only waking up when his Spider sense went off.

"Oh, crap!" Peter shouted, his voice bouncing off the interior of the cramped locker.

"You had enough yet, Peter!?" Flash's voice sounded from outside. Suddenly, the locker door began shaking violently.

"Oh, knock it off Flash!" Peter heard Gwen argue from outside.

"Aw, come on _babe_ , I'm just havin' some fun." Flash said.

"Don't call me that, Thompson!" and after that, Peter heard a loud slap, and Flash shouting " _OUCH!_ " and after that, the door finally opened. As Peter climbed out, he started to feel his joints getting soar.

Peter got up, facing Gwen, "Um, thanks." he said.

"No problem." Gwen replied.

 _That night..._

Peter sat at his desk, thinking about a career choice that involved his new powers. He was thinking about being a full-time wrestler now, but that didn't seem like his thing. Peter grabbed a newspaper on his desk, something immediately catching his eye.

" _Hmmm_. Looks like the Daily Bugle's hiring. Maybe that'd be a good choice." he thought out loud, "I could probably get good angles as a photographer." and with that, Peter finally decided, he was gonna be a photographer.

 _The next evening..._

"Alright, Peter. This is it." Peter said to himself. He gazed up at the top of the building, spotting the words Daily Bugle written there, the logo under it. Peter took a big breath, and walked inside. He walked over to the receptionist.

"Hello, how may I help you today." she asked.

"Uh, I'm here for an interview." Peter answered.

"Can I get a name please?"

"Uh, Peter, Parker." Peter replied.

"Aha. Okay Peter, it's gonna be about a thirty minute wait. Feel free to take a seat in the waiting room." the receptionist finished, Peter walking to the waiting room. He sat down, practicing the interview b himself. He could feel people staring at him, but he didn't care. But suddenly, his Spider sense went off like a bomb. Then, an explosion sounded on his left a piece of debris flinging towards him. Peter's eyes widened as he quickly jumped out of the way, avoiding the debris. Suddenly, more debris started flying around the building, a fire starting where the explosion was. People began flooding out of the building. Peter looked towards where the explosion was, a man in a green body suit approaching. Four arms began to extend from the man's back, grabbing everything in the man's way and throwing them in random directions.

"Sir, I-I'm gonna have to ask you to leave." a security guard nervously told the man, aiming a taser at him.

"Fool, no one tells me what to do." the man growled back.

"Wh-who the hell are you?" the guard asked.

There was a brief moment of silence before the man answered, "You can call me... Doctor Octopus." then he grabbed the guard, flinging him into a wall. The guard was instantly knocked out, but definitely injured. The man walked over to the receptionist, picking her up with one of his mechanical arms, "I want to see Jameson..." he said.

"I'm sorry sir but-"

"I WANT TO SEE JAMESON! Now!"

"Hey Squidward!" Peter said, not a good idea.

Doctor Octopus tilted his head to face Peter, "What do you want, _ant_!?" he demanded.

"Put her down!"

"How about, NO!" Doctor Octopus grabbed some more rubble, throwing them at Peter. Peter narrowly dodged the rubble, almost getting hit by a majority of it. "This cannot be..." Peter leaped forward, flipping and kicking Doctor Octopus in the stomach, causing him to let go of the receptionist. The receptionist ran for her life out of the building. "You will pay for that, insignificant, _boy_!" Doctor Octopus extended an arm, grabbing Peter and swinging him into a staircase, breaking it. Peter struggled to get loose, but he eventually escaped Doctor Octopus' arm. Peter fell on the ground.

" _Damn_ , that's a grip." Peter said as he got up. Doctor Octopus' arms shot like bullets towards Peter, who dodged his attacks. But Doctor Octopus managed to trick him, finally managing to grab Peter with all four, each arm grabbing a limb. Doctor Octopus began to pull on Peter's arms and legs. He would be ripped into quarters if he couldn't escape.

Out of nowhere, Doctor Octopus began to scream in pain, and dropped Peter. His mechanical arms falling on the ground. Next, he fell too, revealing a security guard that was standing behind him, a taser in hand pointing at where Doctor Octopus was standing.

Peter got up with a groan, "Thanks..." Peter walked off, "I'm gonna go get an ice pack..."

 _That night..._

Peter had been staying up late tonight, drawing a design. He finally decided yet another part time job after discovering what he could do... he finally learned what uncle Ben meant... he was gonna be, Spider-Man...


	2. Comes Great Responsibility

"Peter! Get up hunny, you're gonna be late!" Aunt May called for Peter from behind the door.

"Oh, crap!" Peter said as he quickly got up, proceeding with his usual routine. After changing, brushing his teeth, and eating breakfast, Peter ran out of the door to catch up to the bus, which was now beginning to leave. "WAIT!" Peter shouted, but it was too late, the bus was already past his house. " _Dammit_." and with that, Peter was left with one option, walking.

 _After school,_ Peter didn't really have much to do. The Daily Bugle building was still being rebuilt, so he couldn't go back for an interview. And he had already finished homework in the library. So he just walked home to take a nap.

 _After arriving at home,_ Peter greeted Aunt May before walking upstairs into his room. And just a few seconds after laying down on his bed, he fell asleep. Peter woke up about an hour later due to his Spider Sense going off.

"Ah. What the?" he said getting up. "That's weird, I thought my Spider Sense only goes off when-" but he was interrupted. Peter jumped backwards, a bullet flying past him. "HOLY CRAP!" Peter landed back on his feet, walking over to the window to see what the hell was going on. He peeked out the window, spotting three men outside. One of them was wearing a red Adidas jacket, and red Adidas sweatpants, a stereotypical black thug mask over his head. The other two were wearing the same, though their jacket and sweatpants were green. They were surrounding an old man with a satchel, who was Peter opened his closet, pulling through hanging close and revealing a red costume, with some blue parts, and a black web design on it.

* * *

"I'm only gonna give you one more chance, bub! Give me all da money in dat man-purse!" the red thug demanded.

"P-please! Please don't hurt me!"

"Give me ya money and I won't!"

"A-alright! Take i- WHAT THE HELL IS THAT!?" the man yelled, pointing at a red figure behind. The thugs turned around, facing a costumed Peter.

"Isn't it a bit too early to be dressed as elves? There are another few months 'til Christmas." Peter joked before jumping down and uppercutting the red one.

"Aw, hell!" the thug said as he landed on the ground. "Get him!" and with that order, the green thugs raised their guns and fired. Peter dodged the bullets, jump kicking one backwards. The thug crashed into the wall and fell over, knocking him out. The red thug threw a punch at Peter, who blocked it. The green thug aimed his gun. Peter grabbed it, tearing it out of his hand and throwing it at the wall, breaking it. The green thug tried to punch Peter, but Peter grabbed his fist and picked him up, throwing him into the red thug, knocking them both out.

"Woo. Damn I'm good." Peter complimented himself. He looked at the old man, who was noticibly terrified of him. "Hey, you oka-"

"Get away from me!" the man howled, Peter stepping back.

"Um, I just saved you."

"Don't hurt me!" The man finished as he got up and ran.

"What was that guy's problem?" Peter crawled back up the wall, climbing through his window and back flipping into his room. Peter lay back down on his bed. "I wonder what happened to that octopus guy?"

* * *

"What the hell did you do!?" Otto demanded the head scientist of his newest project, Phineas Mason. "I asked you to do a **simple** project, and you failed!?"

"S-sorry sir, but... we can't do it. Every attempt at creating sentient arms has failed miserably." Phineas replied.

"Oh forget it! I'll just have to do it myself!"

"But, sir. It's simply impossibl-"

"Simply impossible my ass! Apparently you aren't as much of a ' **scientist** ' as I thought!" and with that Otto stormed off, leaving Phineas alone in the lab.

"Be careful who you underestimate, Otto..." Phineas whispered to himself as he clicks on a file, opening a photo of what looks like a metal tail, "They may just come back to take you out..."


	3. Rise of the Scorpion

Peter woke up early this morning, grabbing a pencil and a notebook. He flipped past a few pages of rejected suit designs before coming to a blank page. Then, he began to jot down a few ingredients for something before drawing a sketch. He drew some kind of bracelet, with cartridges surrounding it. And right below the palm of the hand was a small "web shooter".

* * *

"You sure this'll work, _Fin_?" Mac Gargan asked Phineas as they entered an elevator, Phineas pressing a button.

"Of course it will, I built it." Phineas replied, "And please, call me Phineas." he said again, sternly.

"Yeah, sure doc." it took a few agonizingly awkward minutes before they finally reached the floor they were headed to. The lab. There were only three others in the lab, typing and documenting away in computers and notebooks.

"Follow me." Phineas said, walking forward. Mac listened and followed him. They stopped in front of a big vault door. Phineas pressed a few buttons on the keypad before the door opened, and the two walked inside. The door shut behind them. The lights had a short delay before they turned on, revealing a row of five suits. One of them was huge and grey, and a horn was planted on its head. The second had a green torso, yellow lightning bolt designs on both sides, black pants and gloves, and yellow boots. The third was green, with a lined design, and yellow boots and gloves. And it had a huge fish-bowl like helmet atop, and a cape with eye-shaped things on his shoulders. The fourth was also green, and had a big pair of wings, and a green mask with a beak on it. And the last was a dark-green metal, a striped design spread across it, and a tail on the back with a spike on the end.

"What the hell is this s'posed to be, a Halloween party?" Mac asked.

" _He he_ , not likely. More like a chance to get back at an... **_old friend_**."

"Yeah? Well what do I get out of it?"

"If you help me, Mac Gargan. I'll give you your deepest desire, whatever it is."

"Well... I do have a hell of a criminal record..."

* * *

"Alright... here I go." Peter whispered as he held up his arm, showing his new web shooter, "Hopefully this doesn't kill me." Peter ran towards the end of the apartment building, closing his eyes as he jumped off and pressing the web shooter button with his middle and ring fingers, the others sticking out like some kind of magic or gang gesture. And as he did, a web shot out of the shooter, soaring through the air and hitting a billboard, sticking to it. And with great speed, Peter swung above the ground, narrowly avoiding the road as he swung past it. And as he continued, shooting webs and swinging off of them, he felt proud of his creation. "It-it worked." he said with joy, "It actually worked! Ha ha!" but then he swung into a pole and fell on the ground. He got up, rubbing his forehead, " _Ugh_ , okay. I may need to practice a bit more."

* * *

The sound of sirens somehow soothed Mac as he fled from the bank, carrying a bag of cash.

" _Ahh_ , it sure does feel good to be back..." he told himself. Police cars were now pulling up to the scene, officers exiting the cars. But they were too late. And besides, with his new suit, Mac was unstoppable. Mac watched the officers walk inside, and he could slightly hear their questions. But Mac didn't care. He crept back up to the top of the bank, speaking into a commlink on his arm.

"The suit works, _doc_. And if ya don't mind, I'm gonna take this cash." he said.

Phineas spoke through his walkie, "Oh I don't mind at all, as long as you're ready for the real task?"

"Ready as I'll ever be, _doc_." and with that, Mac shut off his comm and began walking towards the backside of the building. But before he could jump, he heard a voice from behind,

"You know... oh wait. Can't think of a quip." Mac turned around to see Peter in his costume, perched on a ledge on the opposite side.

"Who the heck are you s'posed to be?" Mac asked.

"Well... I haven't really thought about that. You know what let's just skip the introduction and get to the part where I beat the crap outta you!" Peter finished before jumping towards Mac and trying to throw a punch at him. But the tail of Mac's suit wrapped around his body, lifting him up.

Mac looked up and faced him, "I'm gonna kick your ass." and then the tail slammed Peter against the ground, letting go. Peter got up with a groan, uppercutting Mac. Mac stepped back. Mac's tail slammed into Peter, knocking him back and almost off the building. Peter got up, Mac was already advancing on him. Peter shot a web at Mac's face, temporarily blinding him. Peter jump kicked Mac back, knocking him on his back. Mac got up and tore the web off his face, but before he could get up, Peter kicked him again. Mac landed back on his face. Mac's tail sprung forward toward Peter, but he grabbed it and flipped over his body. Peter yanked on the tail, trying to rip it off.

"Don't touch that!" Mac howled, swinging his tail around and flinging Peter into a chimney-like thing. Peter groaned as he landed on the ground. Mac approached him, his tail waving back and forth. "Now what should I rip off first? Your arms? Your legs? Or how about both?"

" _Um_ , how about neither!" Peter said, kicking Mac in the stomach, knocking the air out of him. Peter got back up. Now that Mac was temporarily stopped, he had a chance to attack. But he forgot about the tail, jumping forward in a kick position. But before he could kick Mac, the tail slapped Peter out of the way. "Wait, what? That thing has a mind of its own!?"

Mac, who was now recovered, leaped forward, punching Peter. Peter tried to get back up, but Mac's tail slapped him back down.

"Damn you're strong." Peter mumbled.

"You're damn right I am." Mac replied, "Too bad I can't stay to finish you off..." Mac added as he ran off, trying to escape.

"Oh no you don't **_scorpion_**!" Peter shouted.

"I like that name, maybe I'll keep it!" and with that, Mac jumped off the building, disappearing into the darkness of the night.

* * *

 _A few hours later._

"I'm back, doc." Mac said as he walked out of the elevator. Phineas turned around, noticing the damage Mac's suit took.

"What the hell happened!?"

"Well, I got into a little fight."

"A fight!? You weren't supposed to be seen!"

"Well it wasn't an average dude, doc."

"What do you mean, 'not average'!?"

"He had... powers." Mac explained.

"Powers, _huh_... come with me. it appears I'll have to give the suit a few... _upgrades_."


End file.
